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As the first new entrant in the UK banking market for over100 years, Metro Bank is generating plenty of headlines…. UK’s Metro Bank beats target Metro Bank works magic on new accounts on customers Does the first new British the established players, despite bank since the 1800s herald blotted copybooks, are deeply the start of new competition entrenched ... the barriers to for your money? entry are formidable Metro Bank a fascinating case study Metro Bank model backed by in what customers really want banking commission Metro bank opens on Sunday as Metro Bank Speeds Growth battle for high street hots up The UK’s newest bank must show a genuinely creative side beyond the promotional Banking revolution or the em- gimmicks dispensed at the peror’s new clothes? opening of the first branch … a challenge to the tarnished Metro: first bank for 100 years incumbents is long overdue. But its opens its doors. Metro Bank has American-style “fun” marketing promised to revolutionise the may not be enough to win over British banking experience. jaded British account holders

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Temenos Case Study Contents 01 Executive Summary 02 History and Background of the UK Banking Market • The Market Today • Consumer Trust, Satisfaction and Welfare Have Suffered Because of High Levels of Concentration 06 Why the Current Environment Might be Conducive to New Entrants • Society Wants Change • There is Political Will for Change • New Entrants Can Display Clear Vision… • …and Differentiate Effectively • It is Not Just Retail Customers Who are Dissatisfied, But Commercial Customers Too 09 Metro Bank – Love Your Bank at Last • The Origins of Metro Bank – Commerce Bank in the US • Metro Bank – a Novel Model in the UK • Metro Bank’s Ambitions 15 How Temenos is Helping Metro Bank • Lowering the Barrier to Entry – the First Software as a Service (“SaaS”) model in the UK • The Need for Speed - Out-of the-Box • The Single Customer View • The Absolute Platform for Seamless, Customer-centric Delivery • Process Expertise in an Inherently Uncertain Environment 19 Can Metro Bank Achieve Its Ambitions? (Can it Break the Malaise?) • Big Banks Will Be Able To Offer More Competitive Rates • Customers Won’t Switch • A Model with a Primary Focus on Branch Banking is No Longer Valid • Any Market Share Gains Will Not be Defensible Over the Long Term • So, Is it Working?

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Temenos Case StudyExecutive SummaryM arket share in the UK retail banking market is highly winning model of transparent branch-based banking and superior concentrated. This is not a new phenomenon – as far back customer service (”wowing” the customer) - to turn itself into one as 1918, the four largest clearing houses held 67% of all of the largest banking groups in the US.deposits1 – but the concentration has been growing over time.Moreover, an unintended consequence of the recent financial crisis Metro Bank is clearly breaking the mould, but there are doubts thathas been to increase concentration further, as several banks, unable it can really make a lasting difference and break the UK bankingto tap the wholesale markets for funding, have been forced into the malaise. Two principal challenges are cited. The first concerns Metroarms of competitors. In extremis, the UK government even had to Bank’s ability to overcome market forces - the economies of scale andcontravene competition rules to bring about the merger of HBOS other factors that favour the large incumbents and have producedand Lloyds TSB. The result: a market for current accounts that in such a concentrated market. And the second questions whether a2010 is 85% held by the “big five” banking institutions2. model which continues to place importance on face-to-face branch banking still appeals in a world where alternative banking channelsHigh concentration has permitted anti-competitive behaviour have become so prevalent.culminating in high bank profitability at the expense of customers.Several reports commissioned over the last decade3 draw the As regards overcoming market forces, Metro Bank - as Commerceconclusion that weak competitive pressures, coupled with Bank did as well - is neutralising many of the scale advantagesexcessively ‘light touch’ regulation, allowed banks to pursue a enjoyed by large banks by operating a highly efficient IT platform.policy of profit maximisation that - at its most extreme – negatively Metro Bank is using T24 from Temenos as its core banking system:impacted consumer welfare and - at best - largely ignored consumer a modern, integrated and fully upgradable solution that affordswelfare and satisfaction levels. Moreover, a predilection among the bank a complete and real-time view over its business and itsbankers to drive their lending businesses produced an unhealthy customers and across all channels - and that does so at a fractionreliance on wholesale funding and helped fuel an asset bubble in of the cost of running legacy or other third-party applications5.the last decade, the unwinding of both of which may weigh on Furthermore, Metro Bank has taken the application on a hosted,economic growth for years to come. pay-per-use basis - minimising the level of upfront IT investment needed (which the Office of Fair Trading (OFT) estimates to accountHowever, the ingredients for change are forming. Consumer for two-thirds of a start-up bank’s initial costs6) and rendering IT adissatisfaction with their banks is not new. But, public anger over variable cost which flexes with account numbers and transactionthe many well-publicised cases of excessive or opaque pricing, over volumes. Not only can Metro Bank operate at a significantly lowerthe role of banks in creating the economic downturn and over the IT cost base and so achieve minimum efficient scale sooner, butneed for the taxpayer to fund a bank bail-out – particularly when its IT infrastructure facilitates its superior customer service – bybanks are ostensibly little reformed (paying large bonuses, making enabling it to open a customer account and issue a new debit cardfewer loans to businesses) – is galvanising consumers to consider in 15 minutes, for instance.switching banking providers in numbers not seen before. Add tothis a new-found political desire for change – already evidenced, for As regards whether the model is still relevant for current timesexample, in the UK banking levy – and the conditions for long term and outside of the US, the early evidence would seem to offer achange would seem to be materialising. resounding endorsement of its continued validity. Market data reveals that customer preferences in the UK are very similar toMetro Bank, the first new bank to enter the UK banking market for those in the US – customers value service above all else – giving nomore than 100 years, represents a timely antidote to public and prima facie reason for why Commerce Bank’s success in the US couldpolitical misgivings about existing banking practices. Metro Bank’s not be replicated by Metro Bank in the UK. And, initial trading hasmission is to take retail and commercial banking back to its basics – been highly robust; in fact, in its first month of operation Metro Bankto offer a personalised service based on the provision of transparent, exceeded its target for the whole of 2010 in terms of account openings.fairly–priced products. In so doing – and through its emphasis oncustomer service – Metro Bank aims to restore the customer to As to whether market share gains can be defended over the long termthe heart of banking. What is more, because loans are made out of - another concern raised - we point to several sources of sustainabledeposits, the bank is not dependent on wholesale funding and so competitive advantage. Metro Bank’s branches (stores) would berepresents the kind of safe, well-capitalised new entrant that the hard to copy, for example: they have a very distinct look and feel andgoverning bodies might wish to encourage to foster a sustained are found in the most convenient locations. But, the most profoundincrease in competition4. advantage the bank has is that everything – from the core banking application to the employee training – is built around the customer.The Metro Bank model is based on a highly successful antecedent – To achieve the same customer satisfaction scores as Metro Bank isCommerce Bank in the US – and is being brought to the UK by the already achieving would require big banks to change their people,same founder, Vernon Hill. Hill started Commerce Bank in 1973 their IT systems, (the negative associations of) their brands and theirwith a single branch, but was able - by sticking resolutely to its facilities. So, in short, no easy feat – or to cite Vernon Hill: “the big banks can imitate our model, but they can’t copy it.”Sources1 UBS Investment Research, “Regulatory moderation, perhaps”, 12 July 20102 “Review of barriers to entry, expansion and exit in retail banking”, Office of Fair trading, November 20103 Such as HM Treasury, ‘Competition in UK Banking: A Report to the Chancellor of the Exchequer’, March 2000, ‘Personal current accounts in the UK: An OFT market study’ July 2008 and ‘Personal current account banking services in Northern Ireland market investigation’, May 20074 The fragmentation in the UK mortgage market earlier in the decade, for example, was achieved through higher lending from players like Northern Rock dependent on wholesale funding, and has not endured.5 Research carried out by Temenos, using data from The Banker – Top 1000 banks, showed a clear and statistically significant discrepancy between the performance of banks using Temenos core banking software and banks using other third-party or home grown applications. The results showed that banks running Temenos enjoy a 54% higher return on assets, a 62% higher return on capital and a cost/income ratio that is 7.2 points lower than non-Temenos customers. A follow-up customer survey revealed as a key source of these better metrics that Temenos customers on average spend 5.6% of total costs on IT compared to 14.3% on average for the industry as a whole (source: Boston Consulting Group)6 ‘Review of barriers to entry, expansion and exit in retail banking’, Office of Fair Trading November 2010 01

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Temenos Case StudyHistory and Background of theUK Banking Market The Market TodayT his section serves to describe, chiefly through reference to third party Since the early 20th century, the banking sector in the UK has been reports and market share data, the current competitive situation in dominated by a handful of large universal banks. In 2010, the five the UK banking industry. It also sets out some of the conditions – leading players are namely Barclays, HSBC, Lloyds Banking Group,such as light-touch regulation – that gave rise to the financial crisis in the Royal Bank of Scotland Group and Spanish-owned Santander, whichUK, as well as examining some of the consequences of the crisis and high are known collectively as the “big five”7.levels of consolidation on consumer satisfaction and welfare. These five banks, four of which operate more than one brand in the UK, together hold significant market share. In 2009, the“The OFT believes that the Personal and Current Account “big five” held 83% of the personal current accounts market, 68%market as a whole is not working for consumers” of the deposits savings market and 77% of the mortgage market. As regards the market for SMEs, the latest data show the “big four” had an 83% market share8.“Big four” profits are recovering ... For some time, there has been concern about the high level Statutory Profit/Loss Before Tax (million GBP) of concentration in the UK market and its consequences… 10,000 Barclays Concerns about the negative effects of limited competition on RBS business and retail customers were already widespread a decade ago. 5,000 Lloyds A flurry of M&A activity at the end of the nineties (e.g. Lloyds’ takeover HSBC of TSB) prompted the UK government to order a review of the British banking market in November 1998. The resulting study, conducted by 0 Don Cruickshank and published in 2000, concluded that the current account and SME-lending markets were too concentrated and that -5,000 the absence of competition was allowing banks to charge higher prices and earn higher profits than would otherwise have been the -10,000 case9. Amongst its many recommendations to increase competition, it urged the government to lower entry barriers to allow new and -40,000 overseas entrants into the market and to improve the supply of H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 information to consumers, so that they could make better informed Source: KPMG LLP (UK) 2010 decisions about what products and services they consumed10. Follow-on studies from the OFT and the Competition Commission into the competitiveness of the personal current account (“PCA”) market…even though for some, impairments are still rising reached similar conclusions11. These studies were commissioned by the government since the PCA market is such a large source of profits to the industry (more than savings and credit cards combined12), because basic Impaired loans compared to gross loans and advances banking services are essential for consumers to participate in the economy to customers (percentage) and because current accounts provide a gateway for banks to sell other products and services. Their findings point to the typical market failings of 12 Barclays an oligopolistic market, where rivalry is high but competition low: RBS 10 LBG “the OFT believes that the PCA market as a whole is not working well HSBC 8 for consumers. A combination of complexity and a lack of transparency means that consumers and competition are focused almost exclusively 6 on more visible fees, and not on the less visible elements such as insufficient funds charges and foregone interest – despite the fact that 4 these make up the vast bulk of banks’ revenues 13.” 2 Among the OFT’s recommendations were measures to increase consumers’ confidence to switch banking suppliers and to increase 0 transparency, in particular over overdraft fees. H1 2008 H2 2008 H1 2009 H2 2009 H1 2010 Source: KPMG LLP (UK) 2010Sources7 Note that Santander has been present in the UK since its 2004 acquisition of Abbey National, but it has only become a truly leading bank – with more than 10% of the market for personal accounts, for example, - since its acquisitions of Alliance & Leicester and the savings business of Bradford and Bingley, both of which took place in the second half of 2008. As such, we make reference in this report to both the “big five” and the “big four” – that is, the “big five” less Santander and particularly for the period before 20098 All of the figures are taken from the Future of Banking Commission report, 20109 A follow-up study in 2002 by the Competition Committee into the SME market estimated that that the return on equity by banks serving this market was 21 points higher than would have otherwise have been the case with effective competition: at 36%. See ‘SME Banking: Review of the undertakings by banks following the 2002 Competition Commission report’10 See HM Treasury, ‘Competition in UK Banking: A Report to the Chancellor of the Exchequer’, March 200011 See ‘Personal current accounts in the UK: An OFT market study’ July 2008 and ‘Personal current account banking services in Northern Ireland market investigation’, May 200712 ‘Personal current accounts in the UK: An OFT market study’ July 200813 idem 02

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Temenos Case Study…yet concentration has been increasing – particularly inthe last decade… …or avert the Banking Crisis…Since the time of the Cruickshank report in 2000, concentration The widespread use of wholesale funding for loans was a relativelyhas increased significantly. For example, the combined share of recent phenomenon in the UK and could have been kept in checkpersonal accounts held by the “big four” has increased from 68% by tougher regulation. In the UK, the low-risk basic savings andto 71% in 200914 and, as already noted, the “big five” hold 83%. lending banking model was widespread until as late as the end ofThe “big four” concentration of the deposit savings accounts market the twentieth century, keeping loan-to-deposit ratios below 100%.rose from 19% to 59% in 200815. Their combined market share in However, by 2008, British banks were lending out £800bn moremortgages increased even more dramatically, from 17% in 2000 to than they had on deposit19, signifying a heavily reliance on the67% in 200916. wholesale funding markets. In the UK, the use of securitisation, to fund mortgages for instance, increased from some $200 billion in 1995 to $2.3 trillion in 200620. Many observers believed that the increase in securitisation activity would reduce the risk within the financial system, but they were proved wrong in 2007. Risk had By 2008, British banks were lending out been transferred and concealed, not reduced. £800bn more than they had on deposit This overreliance on the wholesale market caused several banks to experience funding difficulties at the end of 2007, even before the economic downturn began to cause impairments to rise. In September 2007, the Bank of England was suddenly forced into… and regulation has failed to prevent further action to provide emergency funding to Northern Rock, a bankconsolidation… whose funding depended largely on wholesale markets that had frozen as the US subprime mortgage crisis unravelled. In early 2008, following a couple of failed private sector bids, the BankingThe many recent studies into the UK banking market have Special Provisions Act was passed which allowed the governmentrecommended tougher regulation to prevent further consolidation, temporarily to nationalise the bank.to increase competition and to promote more open competition.Yet, regulation not only failed to prevent further consolidation – as The government was forced to intervene several more times in theevidenced above - but it also failed to prevent a severe banking banking sector to ensure its continued health (and the supply ofcrisis in the UK. credit to the economy). After Northern Rock, Bradford & Bingley, a bank specialised in self-certified mortgages, was the next toThe lack of rigorous regulation in the UK banking and financial experience funding problems, leading in September 2008 to themarkets is often viewed as a legacy of the gentlemanly system of sale of its retail network and deposit base to Santander’s Abbeyself-regulation which prevailed in the City of London even prior to (and nationalisation of the rest of the business). Then, in OctoberMargaret Thatcher’s “Big Bang” deregulation in 1986. 2008, the UK government launched a Special Liquidity Scheme of up to £500bn of interbank short-term loans and guarantees. AtNonetheless, in 1997 - partly in response to the collapse of Baring the same time, it set up a Recapitalisation Fund, making capitalBrothers and the pensions mis-selling scandal earlier in the decade - available to eight of the UK’s largest banks and building societiesthe new Labour government set up the Financial Services Authority in exchange for shares. As a result of the latter, the UK government(FSA) to tighten up regulation17. took a significant stake in RBS: it injected £20bn, to which it later added a further £22.5bn the following year in respect of the bank’sHowever, the FSA’s way of regulating became known as ‘principles- participation in the Asset Protection Scheme (and which took thebased’ or ‘light touch’, and did not encourage prudential self- government stake to 84%).regulation. It was heavily influenced by the self-regulatory,market-based approach preached by the US Federal Reserve The government also engineered the merger of Lloyds TSB andChairman Alan Greenspan18. Crucially, this approach assumed that HBOS, which has added considerably to the degree of consolidationplayers in the banking and financial markets operated with good in the UK retail banking market. It is one of the unintended, yetcorporate governance and the market was capable of pricing risk ironic consequences of the banking crisis that the government,correctly. The FSA had no remit for, or practice of, reviewing or concerned that concentration had allowed market abuse, actuallysanctioning banks’ strategies or business models. contributed to further consolidation – and in this case it was necessary to invoke a national interest clause to bypass competitionAnd, as the developments of the last decade - culminating in law since jointly the banks held nearly one third of the UK’s savingsbank bailouts and nationalisations – showed, the principles-based and mortgage market. Nonetheless, the government believed thatapproach allowed some banks to turn liberty into licence. HBOS – which was suffering significant impairments in its mortgage loan book – could not have survived on its own. In fact, even the combined HBOS/Lloyds TSB entity was not even able to continue without government assistance – it was partly nationalised in late 2008 when the government injected £17 billion in exchange forSources 44% ownership.14 Future of Banking Commission report, 201015 idem The role of the regulator in failing to avert the banking crisis16 idem was acknowledged by the FSA itself when, in 2008, a review17 The FSA was set up with five statutory objectives: to promote market confidence, public awareness, financial stability, consumer protection and the reduction of financial crime by its internal audit division into its supervision of Northern18 Greenspan was even awarded an honorary knighthood by the UK in 2002 “for the benefit that the Rock concluded that there was an urgent need for a supervisory UK has received from the wisdom and skill with which he has led the US Federal Reserve Board” enhancement programme21. In April 2010, the UK government also19 Financial Stability Report, Bank of England, June 200920 Future of Banking Commission report, 2010 acknowledged culpability: Gordon Brown admitted that the UK21 “The Supervision of Northern Rock: a lessons learned review”, FSA internal audit division, March 2008 government had bowed to pressure from the banking industry in22 Gordon Brown made this admission in a television interview on 14 April 2010 the 1990s and failed to regulate banks properly22. 03

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Temenos Case StudyConsumer Trust, Satisfaction and Welfare HaveSuffered Because of High Levels of Concentration The Customer Satisfaction CrisisA s the various official studies into the UK banking market cited Before looking at customer satisfaction levels among banking in this report have shown, the biggest four banks in the UK customers in the UK, it is useful to understand how customers hold a level of market share that allows them to make profits define satisfaction. A landmark UKCSI survey published in 2007well in excess of the cost of capital by charging higher prices for identified the top ten drivers of customer satisfaction across allproducts and services (transparently and non-transparently) than sectors as being, in order of importance: overall quality of thewould have been possible in a more highly contested market. product or service, being treated as a valued customer, speed of service, friendliness and helpfulness of staff, handling of problemsA more recent report, included within the Bank of England’s Q3 and complaints, handling of enquiries, competence of staff, ease of2010 Quarterly Bulletin, suggests that the increased levels of doing business, being kept informed26.consolidation that have resulted (inadvertently) from the bankingcrisis – and which have caused the “big four” to become the “big Retail banking-specific research has found that in-branch factors,five” – may be the reason why banks are not passing on lower particularly the quality of staff, branch location and conveniencebase rates to consumers. As the report notes, “During the recent are the most significant factors influencing customer satisfaction infinancial crisis Bank Rate was reduced sharply, but in general the the UK27. In addition to this, having access to transparent financialinterest rates charged on new lending to households did not fall products and not feeling pressured to buy financial products are twoby as much and indeed some interest rates rose.” While the banks factors which have been cited over and over again by retail bankingchoosing not to pass on these lower rates to customers might consumers in the past years.be motivated by the prudent desire to increase capital adequacylevels (“may reflect a need to build higher capital levels”), the point On many of these accounts, retail banks have fared quite poorly inis that this is possible because of the “reduction in the degree of the UK compared to other developed economies. A study by Boozcompetition within the banking sector following consolidation.” Allen of 100 retail banks in 17 countries showed that UK banks laggedAnd, it represents a transfer of welfare from consumers to banks. behind all surveyed European countries except the Netherlands in quality of service in branches, call centres and online operation.So, the increase in consolidation over the last decade has been The main criticisms were the difficulty of accessing humans, lack ofconsistent with consumer welfare losses. Moreover, consolidation information, failure by bank staff to have customer information atand the recent banking crisis have also adversely affected levels of hand, and long waiting times in branches28.customer trust and satisfaction in the UK, to levels not seen before. Also, within the UK, customer satisfaction is low relative to other sectors. In a recent survey by moneysupermarket.com of UK consumers’ perception of the level of service, the banking industry came 14th out of 16 sectors, beating energy suppliers and estateJust 7% of Britons have complete agents, while building societies were in 12th place29. The main issue raised was that banks have moved to increasingly automatedtrust in their bank service, depriving customers of personal interaction.Customer Trust Has Been Eroded 2010 Industry Service Rankings By moneysupermarket.com 01 HairdressersJust 7% of Britons have complete trust in their bank23. As a recentDeloitte YouGov poll showed, consumers are much more cognizant 02 Hotelsof, and prepared to take action about, issues like the perceived safety 03 Beauty salonsof their bank and the level of fees charged than at any time in the 04 Restaurants/coffee shopsrecent past.24 05 Garden centres/florists 06 SupermarketsFurthermore, consumer resentment against banks for their perceivedrole in the crisis is intense and widespread. The results of a 2009 07 Department storessurvey by the UK consumer watchdog Which? showed the extent of 08 Clothes storesill feeling towards the sector: two thirds of people were still very angry 09 Entertainment centres (e.g cinema/bowling)with banks for causing the financial crisis; three quarters believed that 10 Travel agentsbanks were not genuinely sorry for their role in the crisis; sixty percent 11 Gymsfelt that banks had not learnt their lessons from the crisis; eightypercent believed that senior bankers had managed to avoid paying 12 Building societiesthe price for their mistakes. Because of this, a third of people thought 13 Mobile/broadband companiesthat, in future crises, banks should not be bailed out by government25. 14 Banks 15 Energy companies 16 Estate agentsSources Source: www.moneysupermarket.com23 YouGov poll, www.money.co.uk, 200924 Poll dates from Oct 2009 and results published in “Opportunity Knocks: Considerations for new entrants in UK retail banking” by Deloitte25 “Britain Needs Better Banks”, Which? research, October 200926 “Customer Priorities: What customers really want”, UK Institute of Customer Service, 200727 “Barking Up the Wrong Tree”, Anita Chakrabarty, International Journal of Applied Marketing, 200428 “Best Practices in Retail Banking Sales and Service Channels”, Booz Allen & Hamilton, 200729 2010 Industry service rankings, www.moneysupermarket.com 04

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“Potential conflicts of interest are rife. Pricing is opaque. Competition appears notTemenos Case Study to work. Customers are dissatisfied. Shareholder value has been eroded. Damage has been caused to the real economy. These issues are systemic, not just confined to a few badly run banks.” (Future of Banking Commission, 2010 report) Why the Current Environment Might be Conducive to New Entrants TA Money Saving Expert poll conducted in August 2010 also highlighted he prognosis for new banks is especially benign today because,the correlation between larger size and poor customer service: for the first time in a long time, the demand for fundamental and radical change in banking is not only economic, but also social and political. The issues that have created the need forWorst customer service uncovered change cannot only be blamed on the big, dominant banks, but on(% of customers who rate service) the banking system as a whole. Fresh blood – in addition to greater oversight – will be needed to generate and lead systemic change in the UK banking industry.Provider (no. sampled) Poor OK GreatSantander/A&L (3,388) 62% 24% 14%Hbos (2,044) 48% 33% 19% Society Wants ChangeLloyds TSB (2,322) 41% 36% 23%Barclays (2,091) 41% 34% 25% Society has lost trust in banks which have become too large, tooNatwest/RBS (2,416) 38% 33% 28% diversified and too complex because it has suffered the consequences of “moral hazard” where it hurts most – in the purse. So far, theHSBC (1,954) 36% 34% 30% rescue cost to the British taxpayer has amounted to £131bn in cashNationwide (1,423) 28% 32% 39% injections, and publicly funded guarantees of £850bn34. Even thoughCo-op (842) 10% 15% 75% taxpayers had made a paper profit as of mid 2010 on their rescueFirst Direct (1,195) 6% 9% 85% investments, the economic consequences of the banking crisis in terms of, for example, growth foregone are deeply resented andTotal sample: 17,675. Percentages may not reach 100% due to rounding the social and economic benefits of large banks have been put into question by society at large. As the recent Future of Banking Commission (“FBC”) survey has clearly shown, “trust and confidence Source: Money Saving Expert, August 2010 in the banking system has been severely shaken over the last couple of years.” In contrast, new banks will not present as much moralThe very high volume of complaints made by banking customers in the hazard as their survival is deemed less critical (at least until theyUK in the first half of 2010 is a powerful indicator of low service quality. become dominant forces). Furthermore, the regulators are unlikelyData from the six largest banks shows that 1.4 million complaints to allow new entrants unless they operate transparently, displaywere received in just the first six months of 2010, equating to more good governance and are sustainably funded - and this being thethan 11,000 every day32. Worse still, complaints management is very case, they are likely to be viewed as more socially acceptable thanweak; up to 90 percent of complaints were dismissed without even large established banks.an apology from the bank. Yet about 50 percent of complaints wereupheld when assessed independently. Large banks perform particularlybadly in complaint management. For instance, of the 103,686 “Current regulatory arrangements do not allow financialcomplaints to Lloyds about bank accounts, only 12% were upheld. institutions to fail without serious consequences for theWorse, its Bank of Scotland subsidiary only upheld 7% of complaints. economy. If institutions can’t fail, then market discipline –As a result of the poor overall customer experience, the proportion an essential element of competition – cannot be broughtof UK retail banking customers who felt that they are treated fairlyby the banking industry shrank significantly between 2005 and 2009, to bear on the incentives and conduct of financial institutions.”according to a 2009 MORI poll33: (Future of Banking Commission, 2010 report)“On the whole, banks treat customers fairly” “Putting more capital into the banks, and then returning to ‘business as usual’ is not enough. We need to build a sus-70% tainable banking sector, focused on delivering value to theAgree economy outside its own financial world. To do this requires 50% 52% Net Agree significant reform to the structure, regulation, governance Agree and culture of the industry” 37% Disagree (Future of Banking Commission, 2010 report)18% 13% Net AgreeDisagree In the midst of the post-crisis trauma, some people have questioned the 2005 2009 very relevance of banks, whether big or small, whether old or new, andSource: MORI have dismissed new banks as a wrong solution. But extensive research stresses the “profound importance” of having “a sustainable banking system which serves the needs of society efficiently and effectively”35. This is especially true of the UK where the financial services industrySources employs over one million people and has contributed between 5%32 Analysis by www.atbusinessassociates.co.uk of data reported to FSA by banks for H1 2010 and 8% of national output since 200036. New, healthy banks will33 “What do we really think about the GB Retail Banking industry?”, IPSOS MORI poll, October 200934 Future of Banking Commission report, 2010 be an important ingredient in revitalising and restructuring the UK35 Future of Banking Commission report, 2010 banking system.36 Idem 06

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There is Political Will for Change …and Differentiate EffectivelyIn a market where scale economies favour large players and these Besides the quality of customer-facing employees, channels, andlarge players have scope to leverage their positions to reinforce complaints management, a central part of customer experience istheir dominance, the much-needed increase in competition cannot of course the quality and appropriateness of the product. However,happen without a regulatory framework to support it. So far, the as was shown above, many banks have been trying to sell productscalls for regulatory change in this direction have been loud and which are far too complicated for their customers or which addressclear, and support ideas which would not only foster increased artificial needs, often in the sole aim of meeting ever greater profitcompetition in general but also strongly benefit the emergence targets. This widespread conviction that customers “are repeatedlyof new banks specifically. For instance, the FBC has proposed that being mis-sold or […] mis-buying products”39 is based on perceivedthe regulator have the remit to ensure that customers can easily unfairly steep or “surprise” charges, “sneaky” small print, andtransfer products and accounts from one bank to another. The OFT irresponsible lending to vulnerable customers 40. The ongoinghas also publically committed itself to “encouraging competition consumer and regulatory campaign against the inappropriatewithin retail banking that benefits consumers through cheaper and selling of payment protection insurance is also a testimony to howbetter products or services”37, and in May 2010 launched a review consumers were often encouraged to buy products they simply didof barriers to entry, expansion and exit in retail banking, to identify not need. Research shows that 65% of retail banking customers areany barriers to new entrants and smaller banks seeking to expand more concerned about the fees charged to them than they were fivein the UK. years ago41. New banks will be able to create simple and transparent product offerings which appeal to customers who are weary of mis-Similarly, in October 2010, the newly-formed Independent selling and tired of not being able to compare products easily.Commission on Banking (ICB) confirmed it was looking at waysto increase competition and choice among high street banks,possibly by breaking up large banks and encouraging new entrants;suggestions for which the Governor of the Bank of England hasexpressed his support. Further, even though it did not ultimately It is Not Just Retail Customers Who areresult in any transfer of market share outside of the “big five” players Dissatisfied, But Commercial Customers Too– since the branches were bought by Santander - the EU’s decisionto force the sale of 318 RBS branches has shown a willingness on thepart of the authorities to act for the benefit of competition. The potential market for new banks is large because private individuals are not the only consumers displeased with poor service from established banks. In the UK, where 83% of small and mid- “Consumer protection regulation should have a pri- sized enterprise lending is done by the “big four”, SMEs have lost patience with their traditional finance providers and are among mary duty to promote effective competition so that the most eager proponents of change. State-backed RBS and competition provides market discipline where possible. Lloyds Banking Group missed their government-assigned targets Where it is not possible the regulator would intervene for extra lending to small business in 2009. The Bank of England figures show that lending to SMEs continued to shrink in June so as to mimic the beneficial effects of competition.” 2010, by £3.5 billion, and has dismissed banks’ explanations that (Future of Banking Commission, 2010 report) this is due to little demand for credit. Clearly, SMEs do not believe that established banks are ready to mend relationships, as warned by John Wright, chairman of the Federation of Small Business: “I think the banks have got a big job to actually try and restore the confidence of small businesses in their service, without any shadowNew Entrants Can Display Clear Vision… of a doubt, and they have to work much harder than they are at the present time”42. New banks will therefore be able to capitalise onNew banks with a strong focus on customer experience and SMEs’ pressing need for more stable banking relationships.better transparency will likely have the strongest resonance withthe banking consumer base and are therefore the mostly likely to The bottom line is that retail banking in the UK needs a culturalbe successful. A recent survey by Deloitte shows that customers reform. New entrants who manage to differentiate themselves onplace more value on a bank’s treatment of customers than they grounds other than price are likely to be successful and profitabledid two years prior38. Clearly, it will be much easier for new banks agents of change.to offer a truly customer centric service than for established bankswhich have strayed off this course and in which non-customercentric cultures have become entrenched over time. Furthermore, “It shouldn’t be about treating customers fairlytraditional banking models, and in particular product as opposed to because the FSA says so, [treating customers fairly]customer-centricity, are often reinforced by existing and intractableprocesses, systems and reporting lines. New entrants have a blank should be in the DNA of your business”canvass with which to form their customer proposition and have Neville Richardson, CEO, Co-operative Financial Servicesthe opportunity to take advantage of advances in technology tomake this real. Sources 37 Clive Maxwell, Senior Director of Services, Office of Fair Trading 38 “Opportunity knocks: Consideration for new entrants in UK retail banking”, Deloitte, 2010 39 Jeff Pestridge, Future of Banking Commission report, 2010 40 Which? Research 41 “Opportunity knocks: Consideration for new entrants in UK retail banking”, Deloitte, 2010 42 Future of Banking Commission, report, 2010 07

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Temenos Case Study “If you talk to our customers, they don’t like us, they love us.”43Metro Bank – Love Your Bank at Last Manning - Employee Trainer - Commerce BankThe Origins of Metro Bank – Commerce Bank in the USM etro Bank is not Vernon Hill’s first attempt at bringing Commerce Bank’s business model was not built on a hunch. Research the customer back to the heart of banking. In 1973, at a by the ABA banking Journal showed that 62% of consumers picked time when US retail banking was focusing on aggressive a bank for service and convenience whereas only 3% did so for thegrowth and cost-cutting, Hill founded Commerce Bank with happy highest rates. Commerce Bank confidently left all the other bankscustomers as the top priority. He was convinced that overinvesting to compete over the 3% of rate-seeking consumers, and focused onin the customer experience relative to cost-cutting competitors capturing deposits which came for non-rate reasons.would allow Commerce Bank to outperform its rivals and gainmarket share (and, in turn, would fund continued overinvestment). Rapidly, the bank was generating a much larger share of its deposit base from private individuals than most banks (50% vs. 35%)At the centre of Commerce Bank’s business strategy was the branch, despite generally being one of the lowest ratepayers in its markets.in stark contrast to other banks which were generally steering Commerce Bank was also careful to not saddle its customerscustomers away from their branches to cheaper-to-serve channels with inappropriate or overly complex products, mostly limiting itsby offering incentives to use ATMs or limiting the number of charge- product offering to no-frills checking, savings accounts and loans.free teller visits per month. Commerce Bank’s customers were Loans were considered very carefully, and, as a result, the bank’sserved through a network of consistently replicated, welcoming loan-to-deposit ratio was much lower than the sector average. The“stores” which stayed open from 7:30am to 8:00pm and in which level of risk was kept in check and customers never felt mis-sold to.coffee and newspapers were available to waiting customers. Thehigher costs incurred by staffing branches better and longer were 48,000considered a plus, not a minus, and did not prevent branches frombreaking even within 12-18 months versus three years for theaverage US bank. The average no of visits to Commerce Bank storesHill also understood that revamping the customer experience in 2001 compared to 25,000 at McDonald’swould not be possible unless his bank was infused with a cultureof customer centricity. All new employees underwent an intensiveinduction programme at Commerce Bank University on the bank’s Despite the rise of internet banking in the 1990s, Commerce Bank“wowing” culture, a cult to systematically exceeding customers’ stuck to its credo and refused to push consumers out of the branch,expectations. Compensation and recognition were intricately linked instead offering the best of every channel. The bank was rewardedto quality assurance. One of Commerce Bank’s main challenges was for this strategic decision. While more than half of Commercemanaging the efficiency needed to wow its customers. The bank Bank’s customers were active online banking users (which comparedinstantly created ATM cards at the time of account opening, reduced favourably with the US average44), its customers continued to usethe number of keystrokes required for routine teller transactions, (and value) the branch channel. As of 2001, its stores were gettingand scanned customers’ signatures into the computer system on average 48,000 visits a month45, compared with 25,000 atso as to appear automatically when a teller entered an account McDonald’s fast food outlets46.number (reducing the time it took to cash a check to 20 seconds).Nevertheless, long lines occasionally formed at high volume stores,and the bank had to count on its employees’ common sense andcreativity to manage such issues.US Banking Customer Preferences “People buy our products because they trust our brand.” } Convenience 29% Vernon Hill - Founder - Commerce Bank Checking Account 16% Convenience Personal/Friendly 9% (Nice/Treated Well) Good Service 8% Good Rates/Returns 3% Sources 43 “Commerce Bank” case study, Harvard Business School press, October 2006 44 According to Michigan Surveys of Consumers, the average rate of regular internet banking usage in US was much lower: at around 20% in 2006Source: ABA Banking Journal 45 Commerce Bank 46 “Commerce Bank” case study, Harvard Business School press, October 2006 09

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Temenos Case Study “If you have the right model, people can’t compete” Vernon Hill - Founder - Commerce BankAnalogous to sales per store in the retail environment, Hill believed that Crowded markets were never an issue for Commerce Bank,the bank that secured the highest deposits per branch would be more as illustrated by Commerce Bank’s foray into New York City whichprofitable. Hill’s reasoning was that once deposits per branch hit the was generally believed to be the most overbanked market in the US.USD30-40 million mark, costs stabilised and marginal profit exploded. Hill actually felt it was the most underbanked market in the countryAnd he was right: by carefully using the massive influx of cheap deposits, and decided to enter it with a bang in 2001. He increased the bank’sCommerce Bank was able to double its net income from 1998 to 2001, marketing spend by five times to support a high-visibility, street-compared to 20% for the industry47. The total return on Commerce Bank based campaign which was hugely successful and enabled the NYCstock during the ten years to 2000 was 2,048%; the compound annual stores to break-even in half the time usually needed, despite thereturn during the 20 years to 2007 was 23% per annum48. much higher operating costs in the city. In 2007, Commerce Bank was purchased by Toronto-Dominion Bank for US$8.5 billion. All of its banks and stores were given theThe total return on Commerce Bank stock TD Bank logo. That year, Commerce Bank still ranked number one in the 2007 J.D. Power banking customer satisfaction survey, andduring the ten years to 2000 was 2,048% Hill featured in the influential Forbes’ 20-20-20 Club as the fourth highest performing public company CEO over 20 years (just behind Warren Buffet) with a 23% annual compounded shareholder return.These impressive financial results were of course underpinnedby exceptionally high customer satisfaction levels. Consistently The lessons from Commerce Bank’s success are manifold. Perhapsthroughout the years, Commerce Bank received consumer awards the most powerful one is that service quality is more important thanfor the consumer bank most loved by American banking customers, price for the vast majority of consumers, and that there will alwaysand was repeatedly voted the best bank in America by JD Power be space for growth for financial service providers who think likefor its absolute commitment to customers, outperforming its retailers, even in seemingly crowded markets. What is more, thecompetitors on all aspects of convenience and transparency (of extra costs incurred and profits foregone to create a great customerfees, statements, etc.). In 2006, Commerce Bank topped Satmetrix’s experience generate sustained organic growth in core deposits and,first financial services industry Net Promoter Score49 study: 64% of ultimately, generate higher returns. And, last but not least, zealouslyCommerce Bank’s existing customers were willing to recommend nurturing a customer centric culture within the bank ensures thatCommerce Bank to a friend or colleague. price cutting from the competition will never be a problem. As Hill likes saying: “If you have the right model, people can’t compete”. Deposits Per Store – Commerce Bank versus peers (as of 31 March 2007) 180 Commerce Bank 160 Traditional 165m Bank 140 369 137m Stores 120 243Deposits/Branch, USD millions 100 Stores 80 94m 152 60 Stores 40 49m 37m 20 27m 52 19m 0 Stores 6m <1 year <3 years <5 years <>10yrs Years In OperationSource: First Manhattan Conuslting Group Branch Database 2005 Sources 47 “Commerce Bank” case study, Harvard Business School press, October 2006 48 20-20-20 Club, Forbes, September 2007 49 “Commerce Bank Tops First Net Promoter Financial Services Industry Research”, Satmetrix press release, 9 May 2006; NPS is obtained by asking customers on a 0 to 10 rating scale “How likely is it that you would recommend our company to a friend or colleague?” 10

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“Commerce Bank was theTemenos Case Study number one rated bank for service in America, and that is what is going to happen here.” Vernon Hill - Founder - Metro BankMetro Bank – a Novel Model in the UKAnthony Thomson, Chairman of the UK Financial Services Forum, hadwritten a lot about Commerce Bank and started suggesting in 2000 thatthe Commerce Bank model would work really well in the UK. WhenCommerce Bank was sold in 2007, Thomson called Hill and said thatthere was no longer any excuse not to open a similar bank in Britain.After spending 3-4 months talking to the FSA, the decision was made inDecember 2007 to launch the new project. Armed with his experienceand reputation, Hill set out across the Atlantic to bring the customerback to the heart of banking in the UK. Metro Bank’s “Love your bank atlast” motto illustrates well the gusto with which the bank has set out tobring consumers back to face-to-face, branch-based dealings.Hill’s business model was clearly differentiated and the timing of theventure so opportune in terms of tapping into a desire for changethat he attracted immediate attention and had no trouble raising£75 million in initial capital from a pool of investors, including Fidelityand Wellington Capital. He and Thomson assembled a managementteam of highly experienced professionals, mostly from the establishedbanking industry. Craig Donaldson, managing director at the RoyalBank of Scotland, was hired as CEO. He had an impressive trackrecord, having been made a senior management member of RBS at “You don’t often get the36. For Donaldson, the opportunity to start up a new bank with Hill chance to set up a newwho he had studied and who he greatly admired, was too interestinga proposition to ignore. And, in his view, Hill possessed three things bank in the UK.”which, together, look like a recipe for success: inside-out knowledge of Craig Donaldson - CEO - Metro Bankbanking, a zeal for the customer, and the ability to keep things simple.

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Temenos Case Study “Why should banks have their own holidays? Metro Bank will be open on bank holidays” Anthony Thomson - Chairman and Founder - Metro BankBeing exactly the kind of new entrant that the FSA must want to As at Commerce Bank, the stores are modelled on retail outlets,encourage thanks to its simple, fully deposit funded model with and are the cornerstone channel, although telephone and internettransparent pricing and products, Metro Bank received its banking banking are available. Vernon Hill’s conviction that the Commercelicence from the FSA in March 2010, around 18 months after the Bank model can work in the UK has been supported by research.founding team was assembled. Metro Bank became the first entrant According to a survey by Deloitte, UK retail depositors place a highin the UK banking market for over 100 years. value on branches and service levels when choosing where to place their current account or savings. Metro Bank stores are larger andAn examination of Metro Bank’s business model reveals that airier than traditional banking branches, and more welcoming; theMetro Bank really is a transplant to the UK of the keys to Commerce ceilings are always high and cashier desks do not have protectiveBank’s success, on all levels. Further, there are no prima facie screens. The stores are open 361 days a year, seven days a week,grounds to think that the venture would not be successful in the UK. from 8am to 8pm on week days, which amounts to twice as many hours as other banks, to the great convenience of the vast majorityThe results of surveys on why customers pick their bank shows that of workers. They are located in high-visibility areas in London wherethe reasons are very similar if not exactly the same between British rival bank branches are already present, and will also target retailcustomers and American customers: in both countries, many more parks in later stages of expansion. Everything has been planned tobanking consumers value convenience than good rates. Also, the encourage consumers to visit the stores: the free use of coin-countingfounders believe that London has very similar characteristics to machines and lavatories, free dog biscuits and lollipops. By pre-launchNew York where Commerce Bank was very successful and had 250 estimations, the first stores will need an estimated £40m in savingsstores in Manhattan alone. deposits and 12-18 months to break even.Just like at Commerce Bank, a customer ‘wowing’ culture permeates Metro Bank is targeting non-rate seeking depositors by offeringMetro Bank’s people and processes. Metro Bank staff are inculcated rates it describes as “fair” but not market-leading rates. Thiswith an appropriately Europeanised version of Commerce Bank’s decision is based on findings similar to those on which Commerceculture of exceeding customers’ expectations: customer-facing Bank’s strategy was founded: although nearly all banks in the UKemployees are trained to say “yes” as much as possible, and cannot compete on rates, research by the OFT shows that rates are thesay “no” to customers without having asked a colleague for a most important thing to only 7% of customers50. This finding wassecond opinion first. Employees are also incentivised to put an end reinforced by a MORI poll in 2009 which showed that 70% of retailto any stupid rules, for instance only one form of identification is banking consumers in the UK agree that banks all offer very similarrequired to be able to open an account (vs. two usually). Finally, rates and that, therefore, customer service is more important tostaff bonuses are based on both profit and customer service results. them51. The bottom line is that customers are willing to pay more - or, in this case, earn less interest - because they like the experience,Supported by Temenos technology, Metro Bank’s exceptional just like Starbucks customers.people strive to achieve exceptional service delivery. Thanks to itsstate of the art systems, Metro Bank has made customer switching 7%fast and easy: in the space of 15 minutes, new customers can openan account, receive their debit card and PIN number as well as achequebook. Extra customer-facing staff are put on duty duringpeak times, especially lunchtimes, to ensure fast service. Finally, Proportion of customers for whom rates are thethe telephone banking call centre is neither offshored (located in most important factor in selecting a bankLondon) nor outsourced to ensure high quality levels, and promisesthat all calls be answered on the third ring at the latest, 24 hours aday, 7 days a week. Also in line with Commerce Bank’s model, Metro Bank’s products are ‘simple, transparent and fair’ and are designed to protect not only its customers but also the bank. The offering includes current accounts (no monthly service charges), instant access savings (£100 minimum balance), fixed term savings (with ISAs coming soon), as“Our proposition is local well as simple loans and mortgage products. All fees are detailed in documentation made easily accessible in the stores and on thebankers making local loans. website. Last but not least, the staff in the Metro Bank stores areSmall and medium-sized not rated on their ability to generate product sales, but rather on customer service levels, which should preclude the emergence of ancompanies in particular want aggressive selling culture.one person who knows theirwhole business.”Vernon Hill - Founder - Commerce Bank Sources 50 ‘Personal current accounts in the UK: An OFT market study’, July 2008 51 “What do we really think about the GB Retail Banking industry?”, IPSOS MORI poll, October 2009 13